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A BILL TO BE ENTITLED
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AN ACT
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relating to the revival of a filing entity's corporate privileges |
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and the reinstatement of the entity's certificate of formation |
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following certain forfeitures under the Tax Code. |
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BE IT ENACTED BY THE LEGISLATURE OF THE STATE OF TEXAS: |
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SECTION 1. The heading to Section 11.254, Business |
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Organizations Code, is amended to read as follows: |
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Sec. 11.254. EFFECT OF REVIVAL AND REINSTATEMENT [OF |
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CERTIFICATE OF FORMATION] FOLLOWING [TAX] FORFEITURE OF FILING |
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ENTITY UNDER TAX CODE. |
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SECTION 2. Sections 11.254(a) and (b), Business |
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Organizations Code, are amended to read as follows: |
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(a) A filing entity whose corporate privileges are |
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[certificate of formation has been] forfeited under the provisions |
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of the Tax Code for failure to file a report or pay a tax or penalty |
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must follow the procedures in the Tax Code to revive those |
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privileges and, if applicable, reinstate the filing entity's [its] |
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certificate of formation. A filing entity whose privileges are |
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revived and whose certificate of formation is reinstated under the |
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provisions of the Tax Code is considered to have continued in |
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existence without interruption from the date of forfeiture. |
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(b) The revival of a filing entity's corporate privileges or |
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the reinstatement of a filing entity's certificate of formation |
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after its forfeiture has no effect on any issue of the personal |
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liability of the governing persons, officers, or agents of the |
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filing entity during the period between the date the privileges |
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were forfeited and the date the privileges were reinstated |
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[forfeiture and reinstatement of the certificate of formation]. |
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SECTION 3. This Act takes effect September 1, 2025. |